We hereby certify that all the necessary procedural requirements have been discussed, agreed upon and adopted unanimously by members of the United Gambians Association through free and fair voting. In witness whereof as President of the United Gambians Association, I append my signature hereunder on the date indicated. Signed this 18th day of September 2011. ________________________ Ebou Cham, President

Preamble

Unity is strength, division is weakness. In the course of human quest for greener pasture, man leaves his family and environment in pursuit of the dream for a better and happier life. Such inescapable reality of life shepherded millions of people to foreign lands. Our commonality should act as unifying force whilst our diversity provides us with the strength to succeed. This association is founded on the basis of this recognition and appreciation of such virtues. Thus, this document is originated as a guiding and binding tool to guide us towards a common good.

ARTICLE1

NAME :The name of the association shall be United Gambians Association

ARTICLE 2

OFFICE OF ASSOCIATION 2.1 Principal Office:

The principal office address of the Association shall be located in Bronx, New York. The mailing address shall, for the time being, be: 2115 Washington Ave, Bronx NY 10457

2.2 Registered Office:

The registered office of the Association shall and continuously be maintained in Bronx County, New York. The registered office shall be identical with the registered agent’s office as required by the New York Non-Profit Corporation Act. The registered office may or may not be identical with the principal office of the Association, and the address of the registered office may be changed as authorized by the Association.

2.3 Other Offices:

The Association shall also have offices at such other places, both within and outside the County of Bronx, as the Association may from time to time determine, or as the business of the Association may require.

ARTICLE 3

NON-PROFIT STATUS

3.1 The Association shall be registered with the State of New York and the Internal Revenue Service as a Non-profit Association.

3.2 The Association shall be non-profit and shall be governed by its Constitution and in accordance with the Laws of the United States of America, and the State of New York.

3.3 All activities of this Association will be charitable, involve education and cultural issues, and the full array of social institutions affecting and influencing the quality of life. This will be consistent with those activities permitted for an association exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code (as may be amended); or by an Association that may receive contributions that are deductible to their donors under section 170(c)(2) of the Internal Revenue Code (as may be amended).

ARTICLE 4

AIMS AND OBJECTIVE

The Association is organized exclusively for charitable, scientific, cultural, literary and educational purposes under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code.

Objectives

Unifying Gambians in the Diaspora.Providing assistance to immigrants from the Gambia and helping them integrate into mainstream American societies. To participate in voluntary services, in both The Gambia and The U.S., in areas like the fight against HIV Aids, natural disaster, drug abuse, teenage pregnancy and malaria.Providing free tutoring services to immigrants from the Gambia and their families.In an emergency situation, like death in the family, God forbid, United Gambians Association will help in both logistics, funding and emotional support as a family member.

ARTICLE 5

The association is open to all Gambians in the Diaspora and non-Gambians alike, who subscribes to the aim and objective of the association. The association accepts two types of membership:

5.1. Full membership

5.2. Honorary/voluntary membership

Full membership;To become a full member, the person is expected to meet the following criteria: Have absolute interest to become a member. Accepts to abide by the bye-laws of the association.Involves in activities that promote and advance the objectives of the association. Complete a registration form. Payment of a registration fee of $20 dollars for male applicants and $10 dollars for female applicants. A monthly donation of $15 for male and $10 for female.

ARTICLE 6

Members rights:

Every member shall have the right to vote and be voted to any position by a clear majority.Every member is entitled to demand free and fair elections conducted in transparent and equitable process.Every member is entitled to one vote.Each member shall have right to access organizational information (unless designated as confidential by this constitution), audited accounts, meeting proceedings and minutes. The executive committee of the association shall comprise of 10 members. All executive positions shall be filled through an election. The term of the entire executive positions shall expire every two years. They may be nominated for an additional two-year term, and cannot serve for a total of more than 4 years at a time. To contest for any of the executive positions, one has to be a member for at least one year.

7.2 All Executive Members shall perform voluntary services and shall not be entitled to any form of Compensation.

ARTICLE 8

THE FUNCTIONS OF THE EXECUTIVE COMMITTEE

To enforce the provision of the constitution.To Implement agreed upon policies and programs.To initiate activities and programs for the advancement of the association.To disseminate information related to kayo affairs.To discipline members accordingly.To respond to members of the association for any development activity.To fulfill the functions and responsibilities assigned to them by the association.

8.1 The President

The President is the chief executive of the Association. He/She shall have powers of decision making on behalf of the association within the guidelines of these by-laws and the constitution.To preside over the Association’s general meetings.To summons all meetings of the association.Represents the association in other meetings.Maintains good working relationship with authorities and other partners.In the absence of the president, the vice president shall assume his or her responsibilities.When there is a disagreement over any issue, the president reserves the right to cancel the meeting until further notice.

8.2 Vice President

The Vice President shall assist the President in the performance of his/her duties. In the absence of the President, the Vice President shall assume the duties of the President. If in any case the President for some reason is found to be mentally or physically incapable of continuing his tenure of office, the Vice President will be required to complete his tenure until the next general election when a new President shall be elected.

8.3 THE SECRETARY

Record and keep minutes of all meetings of the association. Draw-up the agenda for association's meetings.To carry out correspondence related to the affairs of the association.In his or her absence the vice secretary shall assume the responsibilities.Must be a member of the association who can read and write either in Arabic or English.Must read out the minutes of the previous meeting before a new meeting starts.

8.4 THE AUDITOR

Responsible for auditing the books of accounts and records of the association.To report all findings to the executive committee. In collaboration with the secretary, the auditor will offer financial advise to the association on any proposed activity. In his or her absence the assistant Auditor shall assume the responsibilities.

8.5 THE TREASURER

8.5.a The Treasurer shall be responsible for all monies of the Association.

He/She shall give a written report of income and expenditure to the association at all meetings and will be the head of the Finance and Fundraising committee.The receipt and save keeping of all UGA financial resources.To deposit funds generated by the association in a designate account at a specified bank.To prepare a financial report to be presented at the association’s general meetings.In his or her absence the assistant Treasurer shall assume the responsibilities.If the financial report as presented does not satisfy the association, two-thirds of members present may call for an independent audit of the financial statement.Independent audits, when mandated by the association, as stipulatedabove, shall be completed within one calendar month from the date of the meeting at which it was sanctioned. Findings are to be presented to the association at the next regularly scheduled meeting.

8.5.b The association's bank account shall have four (4) designated signatories as follows:PresidentSecretary GeneralTreasurerAny other person to be appointed by the executive committee from the membership.

8.6 THE SOCIAL ORGANISER

To facilitate association's meetings and other related activities.To disseminate information related to the affairs of the association.In his or her absence, the assistant shall assume the responsibilities.Help the president in mobilizing people to undertake development activities.

8.7 Public Relations Officer

The Public Relations Officer will be the association's image-maker. He/She shall be responsible for publicizing and notifying members about the association's activities. He/She will, from time to time as designated by the President, represents the association at different events to publicize its activities as well give talks about its goals. He/She shall be familiar with the workings of the media so as to sell the ideas of association as well as help attract donors and sponsors.

8.8 Education Secretary

Education Secretary shall be responsible for all Educational affairs and will be the resource person for all students.

8.9 Web Master

The Web Master shall be responsible for maintaining the website of the Association. He/She in consultation with the President, vice president and Public Relations Officer will have the final say on what goes on the web page of the association.

8.10 THE ADVISER

Provide information relevant to the functioning of the associationProvide guidance and advice on matters of interest to the association, encourage responsibility, and challenge members and especially the leadership to discharge their responsibilities

Advise the association in planning projects, events, or programs for the associationServes as a liaison between members and the association by providing information on the association's procedures.

ARTICLE 9

Committee Formation Committee Members shall be appointed by the Membership through nominations. Committees shall be formed based on the needs of the Association. Committee functions shall be consistent with the purposes of the Association. Each Committee shall have at least three (3) members, but no more than eight (8). Each Committee shall select from amongst its Members, a Chairperson and a Secretary.

ARTICLE 10

10.1 Tenure

The Board of Directors shall consist of five (5) members elected by the general membership and serve for two years. They may be nominated for an additional two-year term, and cannot serve for a total of more than 4 years at a time.

10.2 Positions

The Board shall have the following positions: Chairman, Vice-Chairman and Secretary General. These positions shall be filled amongst the Board Members.

10.3 Functions

The role of the Board of Directors is to oversee the general operations of the Executive Committee, provide feedback from the Community at large, and hold the Association accountable to the Constitution.Ensure that the Chief Executive has the moral and professional support needed to further the goals of the Association. Review financial affairs of the Association to ensure compliance with good management and appoint auditors to review the Association's finances. Maintain the corporate status of the Association and ensure that proper documents are submitted to the government agencies as may be required by law. Approve the annual budgets, review periodic financial reports and ensure proper internal controls are in place to protect the Association's finances and assets from abuse. Appoint members of the Election Committee and serve as custodians of the Constitution. Refrain from holding any other executive office simultaneously.

10.4 Board Election Procedure

Any Board member who intends to run for Executive office shall resign as a Board member. Board members shall not participate in any electoral process, with the exception of appointing the Electoral Committee. Election of Board members shall be held through secret ballot, and shall be held at the same time a general election for Executive members is held, or when a vacancy occurs on the Board.

10.5 Removal of Board Member

A member of the Board of Directors shall be subject to removal from office for: Failure or Inability to discharge his or her duties. Absent for three consecutive Board meetings without excuse.Engaged in conduct that brings the Association and the Board into disrepute, or acts in violation of this constitution.

10.6 Board Meeting

The Board shall meet at least three (3) times a year. The Board Secretary shall send out notices of meetings to members. A quorum is required to commence a meeting, and 3 members shall constitute a quorum.

ARTICLE 11VACANCY & RESIGNATION

Any Officer or Board member may resign his or her post in writing at anytime. An advance notice is preferred prior to departure. Any Vacancy created by the Resignation, Removal or Death of an Officer or Board member, shall be filled during the next General Meeting following such event.

ARTICLE 12

VOTE OF NO CONFIDENCE FOR OFFICERS

12.1 A two-thirds (2/3) vote of No Confidence shall be passed on any Executive Member at a General Meeting, based on any of the following grounds: Inefficiency, fraud, corruption or embezzlement. Violation of the Code of Conduct. Any acts conflicting with United States law. Acts detrimental to the interests of the Association.

12.2 If a vote of No Confidence has been passed on an Executive Member, he or she shall appear before the Executive Committee for a Hearing.

ARTICLE 13

MEETINGS

UGA meeting shall be held once every month and as frequent as the need arise.Emergency meetings shall be held at anytime when the need arise.Emergency meetings shall be called if the following conditions are met: Special meetings called by the President and at least two other members of the executive.Special meetings called by no less than ten ordinary members in conjunction with at least one member of the executive.When special meetings are called there shall be a written list of those who have consented to ask for a meeting of the group.Requests for meetings shall be publicized to all reachable members by telephone no later than seven calendar days prior to the time of the said meeting.All decisions and recommendations made must be communicated to the general body as soon as possible.

ARTICLE 14

QUORUM

The quorum for all the association's meetings and Executive Committee meetings shall not be less than two third (2/3) of the members. Decision taken by any given meeting without a quorum shall be null and void.

ARTICLE 15

VOTING

Every member shall have the right to vote and be voted to any position by a clear majority.Voting shall be conducted in free and fair process and through secret balloting.One member one vote.President can only serve two consecutive terms, each term consisting of two years.

ARTICLE 16PENALTIES/DISCIPLINE

If any member (inclusive of Executive) is found to be behaving in a way inconsistent with the aim and objectives of the association he or she will be subjected to disciplinary actions after appropriate warnings.Failure to discharge duties shall result in fines to be determined by the executive committee.Behaves in a manner contrary to the constitution shall be warned for three times after which he/sheshall be terminated from the association if he/she did not change his or her behaviour.

Any Executive member who comes late to meeting without notification will be seriously warned.Any Executive member who leaves the meeting without permission from the chairperson shall be fined to an amount to be decided by the executive. No single executive member has the right to take a decision without consulting with the other executive members.Any member who interrupts meetings through disorderly manner shall be asked to leave the meeting and failure to do so shall result in suspension from the association for a time to be determined either by the executive committee or the general body.Any member who fails to attend meeting three consecutive times without any genuine reason will be suspended from the Association for a period to be determined by the Executive.Any suspended person shall not have any benefit from the association during his/her period of suspension, unless determined by the appropriate committee.

ARTICLE 17FUNDING SOURCES

The association shall be involved in income generating activities determined by the Executive.Membership subscriptions,Fund-raising and donations.Business activities determined by the Executive.

ARTICLE 18 DISCLAIMER

It shall be understood by all Members of this Association, that the Association is held harmless from any and all actions done in its name without Written or Expressed Authorization. This shall include but not be limited to the release of information, written or verbal.

ARTICLE 19DOCUMENTATION AND TRANSITION DOCUMENTS

19.1 There will be a Transition Period of Thirty (30) Calendar Days, where all documents relating to the Association shall be transferred to an in-coming Executive. 19.2 At any given time, all legal documentation acquired by the Association shall be held by the Executive Committee, in the person of the Secretary. Said document(s) shall be the Property of the Association and the Secretary is legally obligated to hand over the document(s) upon leaving office.

ARTICLE 20RELATIONSHIP WITH OTHER ORGANIZATIONS

20.1 This Association shall cooperate with other organizations in the United States and other friendly countries, to promote and advance the Association’s Goals and Objectives. 20.2 The Association shall engage only in the activities authorized by this Constitution.

ARTICLE 21PROPAGANDA AND POLITICAL INVOLVEMENT

21.1 The Association or any member on behalf of this Association shall not engage in any form of propaganda, or attempt to influence legislation, in the United States of America, the Gambia or any other country. 21.2 The Association or any member on behalf of this Association shall not participate in or otherwiseintervene in (including publish or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

21.3 No member shall engage in any activities for the purpose of representing this Association publicly or privately, without consent of 2/3 majority of the general membership.

ARTICLE 22CONSTITUTIONAL AMENMENTS

All amendments to the constitution shall be approved by two thirds of the entire membership (General Assembly).

ARTICLE 23DISSOLUTION

Upon the dissolution of the association, all assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to a charity organization operating in the U.S. on behalf of the Gambians or charity organizations operating in the Gambia. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. The dissolution of this association however, can only be implemented if we are no longer able to service our debts, or are unable to generate enough funds for the daily functions of the association. A general meeting shall convene to inform all paying members the situation of the association and a grace period of a month or two shall be granted upon agreement of at least 60% of the members to continue under such financial distress. If the vote counts failed to meet 60%, then the association will dissolve. If the votes are more than 60% and our financial situation change for the better during the grace period, then the association will continue to function. Otherwise, it will dissolve.

ARTICLE 24CONFLICT OF INTEREST

The United Gambians Association defines conflict of interest as a conflict between the private interests and official responsibilities of a person in a position of trust. The association has developed a policy designed to limit possible conflicts of interest. While it is not possible to eliminate all conflict of interest situations, and indeed it may be non-productive to do so, it is important to limit the number of those situations in which the professional judgment of an Officer of the association could be compromised because of the Officer pecuniary interests. 1. A pecuniary interest is a salary, consulting fee, licensing fee, gift, travel expense, loan, free entertainment or entertainment expenses, stock or stock option, free product, or any other monetary or non-monetary payment to the value of at least $50 which is received by the member from a commercial entity. It also includes any benefits received by the member as an officer or director of a commercial organization. Clearly this policy is not directed at all commercial entities but only those providing products or services likely to be affected by actions of the association. 2. Because the pecuniary interests of an individual and his or her close family members often coincide, the disclosure of any benefits to immediate family member is also requested. The definition of immediate family members includes both common law and de facto husband/wife, sister, brother, mother, father, children, father-in-law, and mother-in-law. 3. The association believes that disclosure can best be achieved by requesting all members nominated for positions as Officers of the association to declare any pecuniary interests at the time of their acceptance of nomination. In the first instance, the responsibility for deciding whether to declare a particular activity or interest rests solely with the member. 4. For the purposes of disclosure, only those pecuniary interests (as defined above) which are likely to be affected as a consequence of actions taken by the association should be disclosed. If there is a doubt as to whether an outside interest represents a conflict of interest, the member should consult the President or the Vice-President of the association.

5. If a member considers that he has, or might have, a conflict of interest if appointed to an office in the association, he/she must provide the association with a statement regarding that conflict, or potential conflict, of interest. Before doing so, the member should seek permission from any interested third parties. For example, the relevant commercial entity or the immediate family member, to reveal the details of any financial involvement. If permission is not given, or if the member is not prepared to divulge his or her pecuniary interests to the association, the member will not be eligible for, and must not accept, nomination to a position as an officer of the association. 6. The details of member pecuniary interests will only be made available to the President, the Vice-President, and the Secretary of the association. 7. Members who have pecuniary interests likely to be affected by the actions of the association, and who are officers of the association, are requested not to vote on a particular issue if it is believed that their vote may be influenced by the their pecuniary interests. The President or Vice-President of the association may, in certain circumstances, request a member to refrain from voting if they believe that the member vote could be influenced by the member pecuniary interests. 8. If, during their term as an officer of the association a member pecuniary interests change, the member should notify the association. The member may be required to lodge a new disclosure statement outlining the changes.

THE CONSTITUTION AND BY-LAWS OF UNITED GAMBIANS ASSOCIATION

This Constitution and its By-laws were prepared and reviewed by members of the Constitution Committee, the Executive Committee and subjected to review and approval by the overall Membership. The final document was accepted and adopted by a simple majority of United Gambians Association Members. The Final Document was signed by President Ebou Cham, on behalf of the Association on the 18th of September 2011, as the Official Constitution and By-laws governing the United Gambians Association.